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17 <br />employees of the corporation, nor shall the Steering Committee have authority to access any non- <br />public documentation or to bind the Corporation in any manner. Semi-annually, until such time as <br />the Steering Committee dissolves, the Executive Director shall provide an operations report to the <br />Steering Committee. <br />Section 15.03 Dissolution <br />The Corporation may be dissolved only by the majority vote of the Directors of the Board at a <br />meeting to which due notice of such purpose has been given to all Directors. Upon the dissolution of <br />the Corporation, the Board of Directors shall first pay or make provision for the payment of all the <br />liabilities of the Corporation. All assets of the Corporation shall then be remitted to Orange County, <br />or, alternatively, Orange County may direct that said assets be contributed and given to a North <br />Carolina Agricultural, Food Processing, or Food Distribution 501(c)(3) or 501(c)(5) organization for <br />use in furthering the health, safety and welfare of the citizens and residents of its jurisdiction. None <br />of the assets shall be disposed of or diverted to any other purpose and shall in no manner be disposed <br />of in such manner so as to accrue to the benefit of any Director of said Corporation. Because much of <br />the equipment utilized in the day-to-day operations of the Corporation is grant funded and was <br />granted to Orange County rather than the Corporation, no alteration, amendment, repeal or adoption <br />to or of this Section 15.03 shall be effective unless and until it is approved by majority vote of the <br />then sitting Board of Commissioners of Orange County, North Cazolina. <br />Section 15.04 By-Law /nterpretation <br />These By-laws shall be construed and interpreted under the laws of the State of North Carolina. <br />Notwithstanding the foregoing, however, these By-laws shall at all times be construed and interpreted <br />as consistent with all federal laws and regulations governing the activities of the Corporation and <br />governing the t~ exempt status of the Corporation, and in the event that these By-laws may be <br />inconsistent with such laws and regulations, the same shall be deemed amended to comply therewith. <br />Whenever used in these By-laws, unless the context otherwise indicates, a pronoun in the masculine <br />gender shall include the feminine gender and the singular shall include the plural, and vice versa. <br />Section 15.05 Sea/ <br />The Board shall provide a corporate sea1, which shall be in the form of a circle and shall have <br />inscribed thereon the name of the Corporation and the word "SEAL" or "CORPORATE SEAL". <br />16 <br />